Social Enterprise + Impact Investing

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For more than 20 years, Morrison & Foerster has shown commitment to the social enterprise and impact investing space. Practice group chair and partner Susan Mac Cormac was honored in 2015 by the Financial Times as the Most Innovative North American Lawyer for her work championing innovation in social enterprises and impact investing and was named by California Lawyer as Attorney of the Year in 2012 (for creating a new corporate form, now the Social Purpose Corporation) and in 2016 (for impact investing and sale of Imprint Capital to Goldman Sachs). The Financial Times recognized the firm again in its 2016 North America Innovative Lawyers Report as joint winners with firm client NPX Advisors for structuring the world’s first Impact Security. Along with Ms. Mac Cormac, the firm has a team of attorneys in the corporate, finance, tax, patent, and licensing groups who are passionate about solving the world’s biggest problems through innovative businesses and mission-focused investments.

We offer a cutting edge legal practice that supports:

Innovative social enterprises;

The full range of investors that seek impact in addition to returns;

Non-profit organizations and “hybrid” or “tandem” enterprises; and

Mainstream companies seeking to incorporate impact into current operations.

Our attorneys work with clients to blend impact into traditional corporate forms, particularly corporations, through use of protective provisions, information rights, and shareholders agreements, and LLCs, through negotiated language ensuring mission focus and reporting. With respect to new corporate forms, Susan Mac Cormac co-authored the legislation in California that created what is now called the Social Purpose Corporation (SPC). The SPC and the Public Benefit Corporation (Delaware), together with other forms of benefit corporation, represent a new for-profit business form allowing companies to pursue social and environmental purposes in addition to promoting shareholder profitability.

We also specialize in representing “impact” investors, both those that focus on impact first but expect to generate returns in the long term and those that prioritize return but want to ensure positive social or environmental impact and/or mitigate negative impacts.

Further, we have deep experience and expertise in providing advice to boards and committees on fiduciary issues, conflicts of interest, and other corporate matters related to environmental, social, and governance (ESG) issues.

A representative list of some of our impact investing/social enterprise expertise includes:

Representing Imprint Capital Advisors in its acquisition by Goldman Sachs, marking the first instance of an impact investment firm being acquired by an institutional suitor. This significant transaction serves as a model for institutional “Wall Street” investors to explore acquisitions to enter into impact investing instead of developing their own investment vehicles or ignoring the space.

Structuring reverse auction for The Nature Conservancy

Representing The Nature Conservancy on the reverse auction to raise funds for the organization’s BirdReturns program, which incentivized rice farmers to provide habitats for migratory birds. This innovative structure created an exportable model that The Nature Conservancy is looking to replicate in other regions and for other species. The BirdReturns program is a successful example of reconciliation ecology, a burgeoning movement to increase biodiversity in human-dominated ecosystems.

Establishing green infrastructure development company for The Nature Conservancy

Representing The Nature Conservancy in its creation of a green infrastructure development company, District Stormwater LLC. This effort will reduce the polluting effects of storm water on regional waterways and will generate income for the non-profit through increased participation in Washington D.C.’s new Stormwater Retention Credit Trading Program.

Assisting Omidyar Network in establishing and funding First Look Media

Representing Omidyar Network Fund LLC, an impact investing firm, in numerous transactions, including its establishment and initial funding of First Look Media and affiliates. First Look publishes robust coverage of politics, government, business, technology, and investigative news. First Look Media is comprised on several entities, including a non-profit journalism organization and a company established to develop new media technology.

Representing Vision Ridge Partners in EVgo investment

Representing Vision Ridge Partners, an impact investment firm, in its major investment in EVgo, the nation’s leading public fast-charging network for electric vehicles. The investment will allow EVgo to expand its charging network and strengthens Vision Ridge’s leadership in sustainable projects that can deliver financial returns while preventing further impacts from climate change.

Representing Capricorn Investment Group, an impact investing firm, with respect to its investments in True Green Capital, funding the development of over 20 renewable energy projects comprising over 100 megawatts

Representing Brightpath Capital Partners in Sungevity investment

Representing Brightpath Capital Partners, an impact investing firm, as lead investor in Sungevity, a leading company in the global residential solar market. The investment allowed Sungevity to expand into new U.S. states and promote its mission of building the world’s most energized network of customers who power their lives with sunshine.

Representing DBL Partners in Off-Grid Electric investment

Representing DBL Partners, an impact investing firm, as lead investor in Off-Grid Electric’s $25 million Series C investment round. Off-Grid Electric is a micro-solar leasing platform and its latest financing will allow the social enterprise to enter its second African Market, Rwanda, as well as scale its partnership with the Tanzanian government to power one million homes by 2017.

Representing Revolution Foods in multiple venture capital financing

Representing Revolution Foods in general corporate work as well as multiple venture capital funding rounds, totaling $140 million. Recently, we assisted the company in its $35 million Series I round led by Emerson Collective. Revolution Foods is disrupting the traditional student meal model, providing U.S. schools with healthy foods and nutrition education. Revolution Foods has been featured and honored for boosting the health profile and quality of school lunches in various publications and television programs nationwide. Since its inception, the company has served over 200 million meals to students across the country.

Structuring a hybrid corporate form for Medicines360

Representing Medicines360 in several corporate matters, including structuring a hybrid corporate form and negotiating partnerships. Medicines360 is a non-profit pharmaceutical company devoted to the medical needs of women in the developing world and is the first non-profit pharmaceutical company to spin off a for-profit company. The firm guided the company as it structured a $600 million licensing deal with the for-profit pharmaceutical company, Allergan. The company is selling a medical device for women’s health to combat the Zika virus and using the profits to subsidize the cost of the same device for women in developing areas.

Structuring hybrid form for Digital Divide Data

Advising Digital Divide Data (DDD), a non-profit organization that works to enable low-income people to obtain professional opportunities and earn higher incomes. DDD sought to generate income from the digital content, data, and research services it sells to paying clients to fund its training and education programs. We helped DDD create for-profit subsidiaries of the non-profit to conduct DDD’s work in Cambodia, Laos, and Africa. Most recently, we created a similar structure that enabled the non-profit to launch Liberty Source, a U.S. company that creates employment opportunities for spouses of military personnel stationed in Fort Monroe, Virginia.

Structuring hybrid form for Kepler’s

Representing Kepler’s, a beloved but financially strapped independent bookstore in the San Francisco Bay Area, create an affiliated non-profit entity, Peninsula Arts & Lectures. The non-profit runs literary events, including authors-in-schools programs in nearby low-income schools. The creative hybrid arrangement, hailed as a national model for sustainable independent bookstores, kept the bookstore from going bankrupt and ensured that students in low-income schools benefitted from vibrant literary programs.

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